The Battle of Wonderland
by kingofthenobodies
Summary: Something is wrong in Wonderland, and it's up to Sora and Riku to stop it. To save this world, they will have to battle against new and powerful heartless, as well as the forces of the enigmatic Red Queen. What will Alice do? Is Wonderland beyond saving?
1. Alice

_**The Battle of Wonderland:**_

_**Chapter 1**_

"Well? What do you have to say for yourself regarding your actions?" huffed the Queen of Hearts, glowering down from her throne and pointing an accusing finger down towards the defendant's stand.

The couch propped up against the stand offered up no response.

Alice rolled her eyes, blowing back a strand of blonde hair as she reclined even further back in her tree branch. Honestly, these trials just kept getting more and more ridiculous. And they had been especially strange as of late; the queen seemed to have forgotten entirely about the incompetence of her subjects, and had since shifted her focus to inanimate objects. The couch in question was the latest in a series of one-sided courtroom battles the Queen had staged against various items she encountered about the palace grounds. She had even tried her own croquet mallet the other day, although Alice hadn't made up her mind yet whether or not that one really counted as an inanimate object.

_Not really sure why I even bother coming to watch these fiascos…_ Alice thought to herself as the proceedings went on below. _Oh well…at any rate it's better than listening to those two prattling on about tea and unbirthdays, or trying to decipher everything that strange cat has to say…_

"Now then," the queen was saying. "You have been found guilty of the crime of standing in her majesty's way as she walked to her luncheon."

The couch made no attempt at a rebuttal.

"The penalty…OFF WITH YOUR HEAD!" screamed the queen, surprising absolutely nobody. Alice had to fight to keep her laughter to herself as a group of card soldiers dragged the 'accused' off to be 'executed', while several others ran in hectic and confused circles around the piece of furniture, attempting to figure out exactly where it's head was.

The queen dismissed the court with an irritated 'shoo' motion accompanied by a rude remark, and promptly waddled off to hunt down more unfortunate pieces of furniture to execute. Seeing that the excitement was over, Alice slowly and carefully made her way down from her perch, ducking behind some nearby shrubbery to conceal herself from the guards. _After all, I don't want to get myself caught a second time._ That was an experience she didn't care to repeat. The last time she stood trial in wonderland she had wound up being held prisoner by that horrible witch Maleficent and those dreadful heartless.

_But then…_she thought._ It turned into a good thing eventually. _She smiled at the memory of her rescuer. Watching him battle the heartless was the most excitement she had ever experienced, and even though she barely even knew him, she just couldn't get over the feeling that she was destined to see Sora again. At least she certainly hoped so. Excitement tended to follow Sora around, and although it was hardly proper for a young girl to want such things, Alice was secretly longing to see another battle. She knew it was strange and improper, but she couldn't help herself; it was all just so…so exhilarating!

Alice turned a corner and started to wander absent-mindedly through the Lotus Forest, humming a random tune to herself and leaning up to inspect the flowers as her thoughts wandered even further away.

"Maybe…" she spoke to the flower. "Maybe I'll see him again."

And as she turned to continue on her way, she could have sworn she heard the flower whisper _maybe_ in reply. She turned to look at it again, but the deep crimson bulb was silent. Maybe it was just her imagination, but Alice rather doubted it.

This was wonderland, after all.

She shrugged her shoulders, losing interest, and continued to wander about through the winding paths of the forest. She gradually began to hum another light-hearted tune to herself and twirled about in a circle, waltzing with an invisible partner, as she made her way deeper into the forests of Wonderland.

A pair of yellow eyes watched her leave, following the dancing girl intently, and hungrily taking note of her every move.


	2. A New Mission

_**Chapter 2**_

"Morning Leon!"

Squall Leonheart groaned loudly and put his head in his hands. Yuffie's high-pitched voice struck a note that was just a little too cheerful for this early in the day. The teenage girl pranced up behind where he was seated at Ansem's computer, draping her arms over his shoulders. "Aw, c'mon! What's with the face Leon?"

_At least she's finally stopped calling me Squall…_ Leon thought to himself. Besides, she already knew very well that he wasn't a morning person; she just derived some strange pleasure from testing his patience. He attempted to ignore the small, hyperactive ninja behind him and to continue his routine checkup on the city defenses, but Yuffie would have none of that.

"LEEEOOOOONNNN!" she whined. "You're not listening to me!"

"Little louder." Leon finally replied. "I'm not sure they heard you upstairs."

"Uh-oh!" Yuffie chimed. "Looks like somebody woke up on the wrong side of the bed!"

"Don't you have something to do?" He grumbled as he got out of his chair, and turned to face her. Yuffie's singsong voice was beginning to grate on him. She just stood there, grinning up at him with that silly smile.

"Not really." She said. "Annoying you is pretty fun, _Squall_. Besides, you-**HEY**!"

Leon grabbed her head, pulled it tightly to his side with a laugh and started rubbing his fist into the top of her head.

"MMF! Stop it!" Yuffie's muffled voice protested as Leon's knuckles dug into her scalp. She gripped his wrists in an attempt to pry herself loose from her captor. "Lemme go, get off! That's not fair!"

Leon didn't respond, laughing again. She may have been annoying as hell and overly hyper, but Yuffie always somehow managed to get him in a good mood, even when she tried to irritate him. Plus it was a guilty pleasure of his to feed her some of her own medicine every now and then.

"Alright, alright!" Yuffie squealed from somewhere around his stomach.

"Can't hear you." She was right, this WAS fun.

"Get off!" She yelled.

"Say it." Leon's voice was stern, but the corners of his mouth turned up in a smile.

"What? Oh come on, no way!"

"Say it!"

"Ow! Okay, OKAY! Uncle, Uncle! I give up!"

"Uh…am I interrupting anything?" Leon and Yuffie turned to see a very amused Sora grinning at them from the doorway.

"No, not really." Leon responded in his typical nonchalant nature, ignoring the fact that a seriously ticked-off girl was held firmly against his side.

"We're just having a nice little chat." Huffed Yuffie as she awkwardly attempted to worm her way out from under Leon's arm. She stumbled backwards with a tiny yelp as Leon suddenly (and deliberately) released his grip, and she fell to the floor with a dull thud. Once she had clumsily made her way back to her feet, Leon received a swift kick in the shin.

"Did you want something?" Leon asked, rubbing his leg.

"Yeah," Sora replied, getting back to business; Events like that were pretty much commonplace around here. "I was just wondering if you'd seen Kairi around? Doesn't she like to hang out with Yuffie down here?"

"Yeah, but I haven't seen her today…" Yuffie said. "Did you check the market?"

"Yeah, I already checked out the market, but I didn't see her anywhere."

"I see that didn't stop you from getting some ice cream though." Said Yuffie with a teasing grin, pointing to the blue popsicle in Sora's hand.

Sora shrugged, putting on his best guilty face. "It's good…"

"Well, sorry, but Kairi hasn't been down here." Said Leon.

"I don't know where else she'd be…" Yuffie mused, scratching her head. "Oh, wait! I haven't seen Aerith around either, so they might have gone out to the fields outside of town. Aerith really seems to like the flowers out there."

"Alright, I guess I can go look. Haven't been down there for a while anyway." Said Sora, turning to leave. "Let me know if you see her." He had hardly taken two steps when a robotic voice blared from the computer.

_**WARNING. WARNING. WARNING.**_

Sora turned slowly around to face Leon. "That's not a good sign, is it?"

Leon stared at the computer screen, which was flashing bright red. "No." he said quietly. "It's not."

_

* * *

THWACK!_

"Nice one." Riku complimented as he watched the heartless soldier sail through the air and land a very good distance away, producing a cloud of dust and a muffled _thud_. "There's one that won't be getting back up."

As if on cue a pink heart-shaped orb rose up from the spot where the heartless had landed, vanishing into thin air a few meters up.

The two of them were at the far end of the Great Maw, which was the best location in Radiant Garden for what Riku had affectionately dubbed 'Heartless-Hammering'.

"You're up." was Cloud Strife's only response as he stepped aside, giving Riku room to swing. The last heartless charged head on in a blind rage, and Riku took his stance, planting his feet and sending the heartless soaring into the air above them. Another _thud_ sounded, but the crater was still several feet short of any of the ones cloud had landed.

"Just cause you've got a big sword..." Riku muttered as he turned away from the field of craters.

"Whatever helps you sleep at night." Cloud replied with a grin.

"So this is seriously what you do in your spare time?" Riku asked.

"Sometimes." Cloud said without turning. "Why?"

"No reason, I just always figured you were off doing something important."

Cloud allowed himself a small laugh, and then they both turned as they heard Sora's voice calling out "Riku! Cloud!"

Sora, was rushing towards them out of the caves towards them, urgency in his eyes.

"This doesn't look like good news…" Riku said as Sora reached them, panting heavily.

"We have to get to the Gummi ship." Sora managed to say as he tried to catch his breath. "There's been a Heartless attack."

Riku felt a lead weight drop down into his stomach. A Heartless attack? After all this time? They hadn't had to deal with a full-scale attack in months! Sure there were still several left in Radiant Garden and the other worlds, but the ones that were still around were just stragglers wandering around aimlessly looking for hearts, easily taken care of by the world's inhabitants. Any threat the heartless had once posed had disappeared a long time ago!

"I couldn't believe it either…" Sora was saying. "But it's happening."

"Where?" Riku mechanically asked.

"Wonderland."

* * *

"All I'm saying is that SOMEBODY should go with them!" Yuffie raved as the group gathered around the launch pad to see the Gummi ship off. "At least let me go! They're just kids!"

"And you are…?" Tifa questioned with a raised eyebrow.

Yuffie opened her mouth to say something back, but closed it again when she couldn't think of a response. "Well, I could still help…" she muttered.

Tifa smiled. She knew Yuffie just wanted another chance to be in the action. She'd been getting more and more antsy in the months since their last big battle, and it had gotten to the point where she would wander around the outermost regions of Radiant Garden for hours on end just to battle a single wayward heartless.

"Those two can handle themselves." Said Cloud, appearing at her side. "I wouldn't worry about it. They've gotten pretty strong now."

"I know, I know…" Yuffie sulked. "Good thing I taught 'em everything I know, huh?" she said, giving a sudden grin.

A short distance away, Sora, Riku and Leon were huddled in a tight circle.

"Different?" Riku was saying. "What do you mean, it's different?"

"I meant what I said." Leon coldly responded. "The readings the computer was getting from Wonderland aren't like they usually are. They just seemed…off, somehow."

"Are you sure it wasn't just the computer?" Sora asked. "I mean, it's been a few months since it's been used for that. Maybe it's just warming back up or something."

"…Maybe." Leon admitted. "But I don't think we should take any chances. While you're there look for _anything _out of the ordinary. You already know what the heartless can do if they gather enough energy, so be careful and let us know if anything happens."

"Roger." Replied Sora with a mock-salute. "Don't worry about it, Sora and Riku are on the case! We'll take care of everything!"

Leon nodded, and walked off saying "Good luck." Riku walked off as well, to grab the small bag he was taking, leaving Sora to check through his own bag one more time to make sure he had remembered potions.

"SORA!" he turned to see Kairi running towards him. "Oh thank God, I thought I had missed you…" She said, coming to a stop in front of him. "I heard you're leaving…" her eyes were dark with worry, and they cautiously avoided his as the beautiful redhead looked away.

"I-it's not for very long." Sora comforted her. "We just have to go and take care of a heartless problem, and then we'll be back before you know it." He smiled, and softly cupped her chin, turning her head so that he could look right into her eyes. "I promise."

Before he knew it, Kairi had enveloped him in one of the biggest hugs of his life. He wrapped his arms around her, squeezing back just as tightly. Finally they parted, and Kairi allowed herself a tiny smile.

"Be careful…" she breathed.

And then she did something Sora never would have expected. She leaned, kissed him on the cheek, and then turned away, blushing furiously as she walked off. As she passed Riku, she stopped long enough to say, "Make sure he doesn't get himself hurt." and gave him a quick hug before she left.

"You got it." Was Riku's response as he slung his sword over his shoulder and walked over to join Sora at the Gummi ship.

"What's the matter with you?" he asked, shooting Sora a strange look. The brown haired boy was just standing there, touching the right side of his face with an almost hilariously vacant expression. "Hello? Earth to Sora!" Riku yelled as he waved a hand in front of Sora's face.

"Wha-? Oh, right…" Sora shook his head rapidly and turned to make his way up into the ship.

"You alright?" Riku asked. "You looked pretty out of it."

"Yeah, I'm fine. I was just…thinking."

Riku shrugged, climbing up into the cockpit and strapping himself in next to his best friend. "You sure you don't want to go to Disney Castle and get Donald and Goofy?" he asked as they got situated. Those two had been by Sora's side almost 24/7 for the past several months, and had just recently gone back home for a little vacation and a much needed rest.

"Nah, it's okay. They deserve some time off for a while. Besides, I think we can handle this." Sora grinned as he flicked the first button in the ignition sequence. Riku mirrored his grin in response, and the two of them turned to wave goodbye to everybody who had gathered to see them off.

Sora eagerly scanned the faces for any sign of Kairi, disappointed when he didn't see her face anywhere in the crowd. Finally, just a few seconds before takeoff, he spotted her peeking out from behind the crowd. Their eyes met, and she smiled shyly as she waved to him. Sora barely had time to wave in return before the engines roared to life, and the Gummi ship rose up slowly into the air.

"Ready?" Riku turned to him, his hands on the warp button.

Sora flashed him a thumbs up. "Let's do it."

Riku pressed down on the button, and the world around them turned into a swirling vortex of bright colored energy as they blew through space towards their target.

* * *

*Phew*!

Chapter two is finally up, and we're finally getting the actual story rolling! This took a little longer than I thought, but I've been busy with getting ready for finals, so leave me alone.

Anyway, if you're wondering how they all got back to Radiant Garden, it'll all be explained eventually, I promise.

Reviews and constructive criticisms are always welcome, and I hope you enjoyed it!


	3. Wonderland

The Gummi ship hummed loudly, its engines cooling as it rested in a clearing of the Lotus forest. With a hiss of air the cockpit slid open and Sora climbed out, with Riku close behind. As their feet touched the ground the two of them took in as much as they could of their surroundings. Nothing looked out of the ordinary, for Wonderland at least, but Sora knew better. A Heartless infestation wasn't something you _saw_ so much as something you _felt_, and right now all of his instincts were telling him to run. This wasn't just a normal heartless attack. It was worse.

"Riku…" he started to say.

"I feel it too." Was the response. "Something's not right. I think I understand what Leon was saying…"

"Yeah…yeah, I know what you mean. It feels weird…different."

Sora repressed a shiver. "Come on." He said. "Let's get moving."

Without another word, the two of them stepped into the darkness that was the Lotus Forest. At this point everything became routine; go in, kill the heartless, leave. That was all there was to it and that was all that mattered.

They walked in silence for at least five minutes, not saying a word, each keeping a watchful eye on the forest around them.

Sora couldn't help but think that things were going a little too smoothly._ We should have run into some by now…_ he thought._ They never wait this long to attack._ But they were out there. He could feel it. After all this time of battling the heartless, he knew when they were close by.

_If we're lucky,_ he thought,_ We'll take them by surprise._

If they were lucky.

Suddenly, Riku stopped short. "We're being followed. They're hunting us…" he breathed, staying rooted to the spot.

Apparently they weren't so lucky.

Sora leaned his head in closer, looking around slowly and lowering his voice. "Where are they?"

Riku took a deep breath. "Everywhere."

The two of them shifted into combat stances, drawing their weapons and standing back to back as they scanned the shadowy depths of the forest. It was dark, a little darker than usual, and it was difficult, if not outright impossible to see anything at all.

Nothing moved.

_Something's not right,_ Sora's brain was screaming at him over and over. _Something's wrong, something's different, something's out of place._

And then, with a sinking feeling of dread, he realized what it was.

"The trees!" Sora shouted, just as the shadows above them shifted and all hell broke loose.

***

Alice had never been so terrified in her entire life. Running as fast as she could through the lotus forest, her tattered dress snagging on rocks and branches, fear was the only thing she could feel. Not like when she was being held captive by Maleficent. That was a different kind of fear, a kind of dread. Now, it was purely adrenaline-fueled, primal fear.

She tripped over yet another stone, falling to the ground and yelping in pain as another bruise was added to her already throbbing knee. Dirty hands pushed her up to her feet, and she ran on, not even caring enough about the pain to stop and examine her knee. Her lungs were burning, and her feet ached more and more with each branch that snapped beneath them. But she didn't stop.

_I don't even know where I'm going! _She thought as she ran. But she didn't care, as long as it was as far away as possible from _her._

A sudden pain that seemed to shatter her foot, and her face hit the dirt. She could barely even utter an _'oof'_ as all the wind was knocked out of her. Propping herself up with one arm, she saw the tree root she had tripped over. Alice groaned in pain as she tried to stand, grabbing onto a tree root for support. It felt like her foot was broken…

She tried shifting her weight onto the foot to test it, and a fiery pain shot up the length of her leg as she let out a scream and collapsed to the ground again.

Yes, it was definitely broken.

Some distance behind her, she heard a sound that froze her blood cold in her veins. It was a low growling noise, like that of a prowling wolf. She knew that sound.

_They're coming!_ Was all she could think, as she frantically tried to stand up again. This time it hurt even more, and her legs gave out altogether from the pain and the fear. Tears welled up in her eyes, and her lips were quivering as she the sound grew nearer and nearer.

_What do I do? What do I do? What do I do?!_

She couldn't think, couldn't breathe, and could barely even move. There had to be something that she could do, _something _tohelp her hide!

Her eyes fell upon a fallen tree, and she realized that it was hollow. It wasn't much, but she was a desperate girl and this was her only chance. Gathering up what little strength she had left, Alice crawled as quickly as she could to the hollowed-out tree, and hid herself inside. Her dress snagged and tore at the hem from all the rough bark, and the inside of the tree smelled like some kind of mold but she didn't care. As long as she could have even the smallest chance of remaining hidden, she was staying right where she was. It was better than the alternative.

The growling sounds had stopped, she realized. Had they seen her?

She cowered in her little hiding place, trembling with fear as she heard footsteps approaching.

_Please let them keep going, please let them keep going…_ She prayed softly. _Pleaseopleaseopleaseoplease let them keep going._

The footsteps were getting closer and closer. She could tell that they were right in front of the tree now, and then they stopped…

And they kept on moving.

Alice let out the breath she had been holding in, and held her trembling hands up to her shoulders to steady herself.

And then she heard the footsteps coming back.

She froze, and her breath caught in her throat again as the steps came back towards her, and she knew they were heading straight for the tree. A low growl sounded not three feet from her, and she heard a sniffing sound.

It knew she was there. And she knew it.

A shadow fell across the opening of her hiding place…

***

These were Heartless unlike anything Sora had ever seen before. Their thin, lithe forms were almost cat-like, resembling skeletal panthers, and their hollow yellow eyes were terrifying even by Heartless standards. And worst of all…

"They're too fast!" Riku yelled as he thrust his sword into the spot were one of their attackers had been a half-second ago.

And he was right. These creatures were faster than even the most agile of the nobodies, and it didn't seem to affect their physical strength at all. Usually the Heartless were either fast or powerful, but these were both. He knew they had to have some kind of a weak spot, but he just couldn't seem to find anything that worked. There was no doubt about it in Sora's mind; this was becoming a desperate situation _very_ quickly.

"AAAGH!" he cried as one of his assailants left a gash across his back with a set of razor-sharp claws. He turned around to return the blow, but the monster had already vanished into the shadows. More and more Heartless were arriving by the minute, and Sora was already at his breaking point.

He saw the same Heartless directly in front of him, curling its spine in preparation for a leaping attack. As it flew through the air, Sora cried out "REFLECT!"

What looked like a shield of transparent glass tiles flew up around him, and his attacker fell to the ground in a heap. As Sora ran up and thrust his Keyblade through the heart-shaped symbol on the creatures' head, he noticed that the other Heartless in his immediate area were stumbling around, as if just coming out of a daze.

In a flash, he understood. "Riku!!" he yelled. "Reflect stuns them!!"

Riku gave a quick nod to show that he understood, and Sora dimly heard him use the same spell as he started slashing away at the stunned Heartless.

He turned and readied another spell, but he paused when he noticed the Heartless hesitating. They had all backed up to form a circle around Sora and Riku, and the two companions stood back to back once again, waiting for the attack.

And just like that, they were gone.

Melting back into the shadows, the Heartless all vanished from their sight, leaving the two confused friends alone once more.

"Ummmm….okay?" Sora shrugged, looking up at Riku. "I don't get it…they had us. Why would they just leave like that?"

"You figured out their weakness." Riku replied. "I think it made them nervous to know that we had figured out a way to fight them."

"But they'll be back, right?" Sora asked, already knowing the answer.

"I think we can count on it."

***

A shadow fell over the opening of her hiding place, and Alice could clearly hear the creature breathing and sniffing the air as its clawed feet scratched at the bark of the tree.

Its head came into view, and Alice screamed as its hollow eyes stared straight into hers. The Heartless growled loudly, and started to claw its way into the trunk.

Alice frantically tried to kick it away, but it simply latched onto her leg and started to pull her out. Screaming like mad, Alice kicked wildly in attempt to get free. Suddenly, her leg fell back to the ground as the claws let go of her leg, and she heard a loud yelp, and then…nothing.

She lay there crying, not daring to move a muscle. Her body just wouldn't move anymore, and she shut her eyes tightly, hoping that whatever was about to happen would happen quickly.

"…Alice? Is that you?"

Her eyes snapped open. She knew that voice. She raised her head just enough to look outside.

"…Sora?" she breathed.

Her surprise gave way to the most amazing feeling of relief and joy she had ever felt, and as Sora helped her out of the trunk she almost fainted right then and there. It hadn't exactly been an easy day for her, and even though she loved the notion of adventure she was hardly used to this sort of thing.

"S-Sora, what's going on?" she panted, trying to recover from her ordeal.

"We were kind of hoping you could tell us…" Sora replied sheepishly, not wanting to admit the fact that he had no idea what was going on.

As Alice tried to stand, her foot exploded in pain once more, and she fell to the ground with a cry. Sora's companion, a boy with long silver hair, knelt down beside her and examined her foot.

"I'd heal something like this normally," he said. "But we used up all of our magic just to fight our way this far. Those Heartless don't stay down for long."

Sora took the opportunity to introduce his traveling companion. "This is my best friend, Riku." He explained. "We've both been fighting Heartless for a couple of years now. Riku, this is Alice."

Riku nodded in her direction as he busied himself with setting her foot, and she had to settle for a simple "hello" since it was currently not an option to curtsy.

"Can you stand?" Riku asked her, and she attempted to get up. In the end, she finally had to accept the fact that her right foot could support no weight at all. And so, both Sora and Riku helped her walk, each supporting one of her arms as they made their way toward the edges of the forest.

"The attacks suddenly stopped coming a little while ago," Sora was saying to her. "So I think we should be safe for now."

"So you found a way to beat them?" Alice asked hopefully.

"Not exactly…" Riku was the one to answer. "But we figured out an easier way to fight them. The thing is it uses up our magic really fast, and there's a lot of those things."

Alice nodded; she knew that from experience.

"We need to find a flower…" Sora thought out loud. Alice, however, was wondering why in the world anybody would feel the need to find a flower at a time like this. She looked over at Riku, who seemed just as confused as she was.

"He doesn't always make a whole lot of sense." The silver-haired youth grinned. "I've learned to just go with it."

Before long, Sora said, "There's one!" and steered the group in the direction of a large red flower.

'_Do you have a Potion?'_ the flower asked, and both Riku and Alice jumped back a little as the large red bulb bent down until it was at eye level with Sora. Sora, on the other hand, didn't seem bothered by this at all.

"No, I don't…" he answered. "But…is there anything else you want?"

Riku and Alice exchanged another bemused glance, completely at a loss for words as their friend proceeded to barter with a plant.

"Umm…" Sora was searching though his pockets. "I've got this! This is a defense up, these make you stronger!"

No response.

"Uh, I have…" _rummage, rummage,_ "An AP up! It gives you more magic."

Silence.

"Right…I guess you don't really need that too much…Uh, I have…"

'_The Golden Balls are nice.'_

"Huh?" Sora asked. "My Munny? What would you do with it?"

'_They look pretty.'_

"Oh, well then…I guess if you want it." Sora tossed out several small golden balls and a few medium sized ones, which the flower scooped into its petals.

'_Thanks.' _Was the flowers only reply, and it dropped a small item at Sora's feet.

"Thank you!" Sora said, and he turned to his two companions. "All right, that got us a Mega-elixir!"

"Will I ever know what that was all about?" Riku asked with an expression of utter confusion.

"You'll just learn to go with it." Alice said with a soft laugh. "By the way, what's a Mega-ewhooooooah!?"

Sora tossed the item into the air and a warm, greenish glow enveloped all three of them. It felt like being soaked in layers of water from a hot bath, and Alice let out a sigh as she felt all of her aches and pains slowly melt away. The glow faded, and she was left breathless in wonderment.

"Oh, wow!" she exclaimed. "What in the world was that?"

"It heals your wounds whenever you use it, as well as anybody on your side." Sora explained. "And we also get our magic restored. They're great to have around."

"Uh, Alice?" Riku said, sounding a little uncomfortable.

Alice realized that she was still clinging to Riku's shoulder even though her foot was completely healed. She jumped back, her face turning just the slightest shade of red, and apologized.

Sora could have taken the opportunity to embarrass them both, but in a rare moment of lenience, he decided not to. There were more serious things to discuss.

"Alice," he asked. "When did the Heartless show up?"

"Not very long ago…" Alice thought. "It can't be more than a day since they started appearing. But ever since then, there have been more and more of them. And then there's _her…_"

"Her?" Sora asked. "Who's that?"

"I don't know…" Alice admitted. "But I think she's the one controlling them. She's taken over the Queens' castle, and declared herself the new Queen of Wonderland."

"Well then," said Riku. "It sounds like she's the one we need to find. Where is she?"

"She'll be in the Queens' courtyard." Was the reply. "But don't underestimate her. I think she's much more powerful than she looks…"

"Don't worry about it." Sora smiled. "We're professionals!"

"Of a sort." Riku added.

And so the trio started off towards the castle of the former Queen of Hearts. Even though he was outwardly confident, Sora couldn't help but feel a little bit uneasy.

_The Heartless were so much more powerful than before…_ he thought to himself. _So what kind of a person could be controlling them this time?_ He looked ahead of them; the Lotus forest was beginning to get thinner, signifying that they were drawing nearer to the castle.

_I guess we'll find out soon enough._

* * *

HOLY CRAP this story updates?! It's been a while since chapter two, and for that I PROFUSELY apologize. Honestly, I've just gone into something of a writing slump lately. But now I think I've got my groove back, and so I bring you the third chapter! I wrote about half of this today, just cause I got a class period off.

So I hope you enjoy, and please let me know what you think. As always, I extend my deepest and most sincere thanks to everybody who has written reviews and encouraged me to continue this story. I honestly don't think it's all that great, but I'm leaving that up to you. Until next time then, ciao!


	4. First Encounter

"This has to be one of the strangest things I've ever done." Riku was saying as the three of them walked swiftly across the ceiling of the Bizarre Room. "What kind of room IS this? We've already walked across the floor, two different walls and now the ceiling!"

"It's called the Bizarre Room, what did you expect?" Sora replied, as if it was the most obvious thing in the world.

"Where are you trying to get to, anyway?" Riku asked.

"One of these doors is a hidden entrance to the courtyard." Sora answered. "It's just out of sight, so we'll finally have surprise on our side. But I can't remember how to find it…"

"Great."

"Well it has to be around here somewhere…" Alice piped up from behind them. "There aren't very many doors in this room, so we must be close."

They had been moving quietly through Wonderland for a few hours now, and they were finally in some familiar territory. However, since this _was_ Wonderland, 'familiar' did not necessarily mean 'easy to navigate'. Things had changed a little bit since Sora's last visit, and even Alice admitted to getting lost on a regular basis.

But that wasn't the strange thing. The strange thing was that they had made it this far without being attacked. Not once. It was as if the Heartless just disappeared all of a sudden. _Either they're afraid of us…_ Sora thought to himself, _or they're up to something._ He really doubted that it was the first choice. Even the smallest Heartless would charge any enemy without hesitation, and these Heartless were definitely no weaklings. Something was going on.

They kept a constant eye on their surroundings, always alert for any kind of movement. But there was none. No movement at all. Wonderland had fallen completely silent in the wake of the Heartless.

"It's the most unusual thing…" Alice had observed earlier. "Wonderland is usually teeming with all sorts of curious animals…people…things."

Sora thought that he wouldn't mind coming back to Wonderland sometime, when it wasn't infested with Heartless, just so he could see what the place was really like. If Alice was to be believed, he hadn't seen anything yet.

But right now they had a job to do, and so they found themselves traversing (quite literally) up and down the bizarre room, hunting for the entrance that would take them to the Queen's Courtyard. Things had changed in here too, Sora noticed, and most of the room had been rearranged, meaning that he had to start from square one and find the door the old fashioned way. Already they had tried several doors that led them to completely random and utterly useless places, most of which Sora had no memory of at all.

"There!" Alice shouted, enthusiastically pointing to a small hole in the wall, almost completely hidden from view by several enormous books. The three broke into a run, finally reaching the hole, which was just large enough for a person to walk through.

"Are you sure this is the one?" Riku questioned. The fact that you couldn't see through any of the doors in this world was really beginning to annoy him.

"Yes, I'm positive." Was the response as Alice examined the opening.

"Alice," Sora began, "you had better stay here. This could get really dangerous."

"What are you, crazy?" Riku interrupted. "We can't leave her here!"

"Well she can't go in with us!"

"Oh, so you'll just leave her out here, where it's nice and safe?" Riku's voice practically dripped sarcasm.

"Boys!" Alice cut off whatever Sora's response would have been, and the two of them looked over at her. She now stood in front of the door, looking back at them with an amused expression. "If it isn't too much trouble, we should get going." With that, she stepped through the door and was gone.

Riku and Sora looked at each other for a moment, before following her inside.

As he stepped through the doorway, Sora drew his keyblade and crouched low, his friend following suit as they exited on the other side of the door. Riku tapped him on the shoulder, and Sora turned to look where he was pointing, realizing that the door was gone. He nodded in response, and turned back to survey their surroundings.

_At least the door still leads to the same place, _he thought with relief. They were on the same overhang as the last time he visited Wonderland, just barely out of the courtyard's view. He turned to his two companions and motioned for them to stay where they were as he crawled forward and peered over the edge. He looked for almost exactly one second and then crawled back, his face blank.

"What?" Riku asked after a few seconds. "What did you see?"

"…I found the Heartless." Sora deadpanned.

"…And? How many are there?" Riku pressed when the other didn't continue.

"A lot." Was Sora's only response.

Great. That was just perfect. "Let me see." Riku said as he crawled up to the ledge to see this for himself. He peeked his head just above the ledge, and froze. _That's…that's definitely a lot._ Which had to be the biggest understatement of the century. The courtyard was _packed_ with Heartless, almost to the point of there being no room at all. He crawled back to Sora, stunned.

"What are they all doing here?" He demanded, to nobody in particular.

"Your guess is as good as mine. I _knew_ getting here was too easy!"

Riku inched his way back to the ledge once more, to try and get a better look and maybe formulate some kind of plan. The Heartless didn't seem to be doing anything, he noticed. They were just sitting there, with hardly any room to even move around. Were they waiting for something? Were they guarding something? He decided the second choice was the more likely of the two, and scanned the courtyard in an attempt to find anything they may have been guarding.

It was right about then that he noticed a depressingly familiar feeling of imminent danger. And then he noticed a pair of yellow eyes in the midst of the tangle of moving shadows that was glued to him. Part of him hoped the Heartless was just staring into space, but his instinct knew better. He swiftly made his way back to the other two.

"What's wrong?" Sora asked, before being cut off by the other.

"I really think we should move." Riku responded, and then Alice shrieked as a single Heartless vaulted up onto the trio's hiding place, claws bared and eyes blazing.

"RUN!" Riku shouted, lashing out with his sword and striking the Heartless across the face. As it toppled off the platform several others leapt up in its place, and Riku could hear the sound of dozens more clawing their way up.

Sora grabbed onto Alice's hand, and Riku followed behind as they ran to the opposite ledge of their now exposed hiding place. The growls and snarls of the Heartless filled the air now, along with the terrifying sound of their claws scraping against the walls as they groped and clawed their way closer and closer.

"What do we do?" Alice frantically asked as she shrank back from the approaching enemies.

"The only thing we can do." Was Sora's only reply, and he hurled a Firaga spell into the writhing mass of shadows, making a few scatter. His spell created a small gap in their ranks, but it was swiftly filled in as even more of them swarmed the courtyard, closing in on the three companions.

"We won't last long against all of them!" He shouted as he fired off spell after spell in a desperate attempt to keep the Heartless at bay.

"Tell me something I don't know." Riku said, firing off a spell of his own. "Nothing we throw at them is working! There's just too many!"

Sora could feel himself running out of magic. Just a few more spells, and he would be completely drained. He looked over at Riku, who nodded in response. Both of them stood side by side in front of Alice, weapons at the ready.

"Is there an exit?" Riku asked as the Heartless stalked closer and closer.

"Yeah." Sora replied. "Over there, on the other side of the Courtyard."

"Then that's our chance."

"Right." Sora turned to face Alice. "Stay with us, and don't let go of me no matter what."

She nodded to show that she understood, and latched onto Sora's arm. The Heartless were even closer now, their bright eyes leering at him as they prepared to attack.

"Three." Riku began slowly counting down as they drew nearer. The growling was almost too much to take.

"Two." The first reared back, preparing to pounce.

"ONE!" Riku yelled out the last and the three of them charged for the exit, barreling through the Heartless before they could even attack. Riku led the way, slicing through the Heartless ahead of Sora so he could focus his attention on keeping Alice safe. Sora used the last of his magic on a Thundaga spell, buying them just a few more seconds as even more of the shadows closed in.

A quick jump and they were on the ground, the two of them hacking away with their weapons and slowly clearing a path. The shadows poured in from every corner, but they were nearing the exit. Once they hit the Lotus forest, it was just a matter of making their way back to the ship. Somehow, Sora didn't think getting out would be quite as easy as getting in.

Suddenly, the extra weight on his shoulder lightened, and Sora whirled around.

Alice was on the ground, frantically trying to kick off the Heartless that had pulled her away. More were closing in rapidly, eyes shining.

"ALICE!" Sora shouted, slashing his way back through the horde towards the girl. Riku heard his cry and followed closely behind, desperately fending off his attackers. Just as Sora was within arms length of Alice, he hit the ground hard as a Heartless pounced on him from behind. It clawed at him mercilessly, and he screamed out in pain as he felt the claws digging into his back.

The Heartless dissolved into dark cloud of smoke as Riku thrust his blade right between the eyes, and Sora madly fought his way through the sea of shadows, swinging his keyblade left and right until he was standing over Alice. He knelt down to help the wounded girl to her feet, but he knew they had already lost their chance of escape.

They were completely surrounded, and the Heartless were an impenetrable wall of black, pressing in on them from all sides. There was no way to escape.

"Doesn't look like we'll be headed back this time, Sora." Riku said, putting on his best dead-man's grin.

Sora put his arm in front of Alice, determined to protect her to the last.

Just as the Heartless were preparing to lunge at them, they stopped and drew back. This time, however, they didn't vanish; they just stood there…watching and waiting.

"Wha…?" was all Sora could say.

A slow, clapping sound was all that he got in response. The three of them looked around in confusion, trying to locate the source.

"Well done, very well done." A woman's voice sounded. "I have to congratulate you; most ordinary fighters, even the strongest, would have been dead by now." The wall of Heartless parted, forming a pathway that led straight to the throne. "Not that I expected any less from the Keyblade wielders."

Sora stared. The speaker was a beautiful woman, dressed in a flowing robe of red and black. She reclined lazily in the throne, staring them down with piercing amber eyes. Her skin was so pale and pure that it looked almost like polished marble, accented all the more by the thick raven hair, which hung in well-kept curls over her shoulders. If Sora hadn't heard her speak moments before, he would have thought she was a painting, or some flawless work of art.

Riku saw it too. She was unquestionably beautiful. And dangerous; that much you could see in her eyes.

"Oh my, but you look confused." The woman said, her red lips curling upward in a smile. She laughed lightly, the sound reminding Sora of a wind chime. "Allow me to introduce myself."

She stood up, and the Heartless nearest to her backed away, allowing her enough room to take a few steps forward and curtsey gracefully.

"I," she said, spreading her arms wide as if for emphasis. "Am the Red Queen."

* * *

Well then, there you have chapter four. And we're finally to something interesting. What a twist.

I hope you're all enjoying this so far, because writing it has sure been a fun experience for me. Feel free to let me know what you think of it, and I will see you next chapter!


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